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LifePoint Hospitals, Inc. Announces Pricing of $200 Million of Convertible Senior Subordinated Debentures

Posted on: Thursday, 4 August 2005, 18:01 CDT

LifePoint Hospitals, Inc. ("LifePoint Hospitals" or the "Company") (NASDAQ: LPNT) announced today the pricing of $200 million in aggregate principal amount of its Convertible Senior Subordinated Debentures due 2025. In addition, the Company granted the initial purchasers an option to purchase up to an additional $25 million in aggregate principal amount of the debentures solely to cover overallotments.

The debentures will bear regular interest at the annual rate of 3.25%. The debentures may be converted, under certain circumstances, into a combination of cash and common stock of the Company. The conversion rate initially will be approximately 16.3345 shares of common stock per $1,000 principal amount of debentures, which is equivalent to a conversion price of approximately $61.22 per share of common stock. The conversion rate will be subject to adjustment upon the occurrence of specified events. The debentures may not be redeemed by the Company prior to February 2013. Holders of the debentures may require the Company to repurchase some or all of the debentures in February 2013, 2015 and 2020 and upon certain specified corporate transactions.

The Company intends to use the net proceeds of the offering to repay the borrowings under the Company's senior subordinated credit facility. The remainder of the proceeds will be used for general corporate purposes. The closing of the sale of the debentures is expected to occur on August 10, 2005, and is subject to the satisfaction of customary closing conditions.

This press release does not constitute an offer to sell, nor the solicitation of an offer to buy, any security. The debentures are being offered in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The debentures and common stock issuable upon conversion of the debentures have not and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

LifePoint Hospitals, Inc. is a leading hospital company focused on providing healthcare services in non-urban communities. Of the Company's 52 hospitals, 49 are in communities where LifePoint Hospitals is the sole community hospital provider. LifePoint Hospitals' non-urban operating strategy offers continued operational improvement by focusing on its five core values: delivering high quality patient care, supporting physicians, creating excellent workplaces for its employees, providing community value and ensuring fiscal responsibility. Headquartered in Brentwood, Tennessee, LifePoint Hospitals is affiliated with approximately 19,000 employees.

Important Legal Information

This release includes forward-looking statements based on current management expectations. Numerous factors exist which may cause results to differ from these expectations. Many of the factors that will determine LifePoint Hospitals' future results are beyond LifePoint Hospitals' ability to control or predict with accuracy. Such forward-looking statements reflect the current expectations and beliefs of the management of LifePoint Hospitals, are not guarantees of performance of LifePoint Hospitals, and are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results to differ from those described in the forward-looking statements. These forward-looking statements are also subject to other risks and uncertainties, including, without limitation, (i) the possibility that problems may arise in successfully integrating the businesses of LifePoint Hospitals and Province and achieving cost-cutting synergies; (ii) reduction in payments to healthcare providers by government and commercial third-party payors, as well as changes in the manner in which employers provide healthcare coverage to their employees; (iii) the possibility of adverse changes in, and requirements of, applicable laws, regulations, policies and procedures, including those required by LifePoint Hospitals' corporate integrity agreement; (iv) the ability to manage healthcare risks, including malpractice litigation, and the lack of state and federal tort reform; (v) the availability, cost and terms of insurance coverage; (vi) the highly competitive nature of the healthcare business, including the competition to recruit and retain physicians and other healthcare professionals; (vii) the ability to attract and retain qualified management and personnel; (viii) the geographic concentration of LifePoint Hospitals' operations; (ix) the ability to acquire hospitals on favorable terms and complete budgeted capital improvements successfully; (x) the ability to operate and integrate newly acquired facilities successfully; (xi) the availability and terms of capital to fund LifePoint Hospitals' business strategies; (xii) changes in LifePoint Hospitals' liquidity or the amount or terms of its indebtedness and in its credit ratings; (xiii) the potential adverse impact of government investigations and litigation involving the business practices of healthcare providers, including whistleblowers investigations; (xiv) changes in or interpretations of generally accepted accounting principles or practices; (xv) volatility in the market value of LifePoint Hospitals' common stock; (xvi) changes in general economic conditions in the markets LifePoint Hospitals serves; (xvii) LifePoint Hospitals' reliance on information technology systems maintained by HCA Inc.; (xviii) the costs of complying with the Americans with Disabilities Act; (xix) LifePoint Hospitals' ability to comply with all aspects of the Sarbanes-Oxley Act and regulations promulgated thereunder; and (xx) those risks and uncertainties described from time to time in LifePoint Hospitals' filings with the Securities and Exchange Commission (SEC). Therefore, LifePoint Hospitals' future results may differ materially from those described in this release. LifePoint Hospitals undertakes no obligation to update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

All references to "LifePoint Hospitals" as used throughout this release refer to LifePoint Hospitals, Inc. and its affiliates.

Source: Business Wire

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